The Bionical Code: Our Way of Working

Bionical Solutions Group April 2019

At Bionical, each of us embraces our responsibility to act as an ambassador for our business, bringing our core values to life in all that we do.

We accept there can be times when it is hard to decide on the right course of action, particularly in an environment that is constantly changing. The Bionical Code helps us to understand and achieve the highest standards and to guide our decision-making when we face challenges.

Living by this Code, each of us, and our business, will go from strength to strength and enable us to deliver on our overriding commitment; to improve patient outcomes.

A Message From Our CEOs

Gareth Davies and Helen MilesJoint CEOs

The Bionical Code de�nes who we are and how we behave. It’s re�ective of how we do business; with integrity and professionalism.

The Bionical Blueprint

Our 'Why'

Bionical Solutions offers a variety of complementary services. We all have the same overriding and enduring commitment:

To improve patient outcomes That’s why we’re here, it’s why we do what we do.

We Are...

Inquisitive

Intellectually curious

Creative

Thoughtfully imaginative

Our 'How'

The Bionical Blueprint

How do we deliver on our commitment to improving patient outcomes?

By living our valuesIt's what makes us who we are.

Collaborative

In partnership, together

Empathetic

Emotionally intelligent

Disruptive

A game-changing force

Progressive

Constantly enhancing

The Bionical Blueprint

What we do, in delivering outstanding and innovative results, is achieved through the following four areas of focus:

Patients FirstWe put patients’ best interests first in whatever we do.

People MatterWe invest in and develop our people, so they are best placed to deliver our vision.

Client SolutionsWe work closely with healthcare clients, to devise and deliver optimum services.

Quality as StandardWe build all of our services on a firm bedrock: comprehensive, robust quality as standard.

Our 'What'

This is our Bionical

Blueprint

The Bionical Code sets out the guiding principles that underpin our commitment and values. It ensures that we are all empowered to ‘do the right thing’.

We are all trusted to act with integrity and professionalism. Those in positions of leadership and management recognise their additional responsibility to lead by example.

As well as reading and understanding this Code, colleagues are expected to refer to the Group’s various policies for more detailed guidance. For example, our policies relating to quality management, health and safety, anti-bribery and corruption,

icts of interest, whistle-blowing, use of IT and communications systems, and claiming expenses to name a few are all held within Cezanne, the HR system.

For guidance on applicable policies, colleagues should speak to their line manager or contact HR by emailing HR@bionical.com.

Empowered To Do The Right Thing

Our Way of Working

Good Decisions From Sound Judgement

It is possible that circumstances will arise that are not covered in this Code or in any specific policy. When this happens, colleagues are encouraged to use their own internal moral and ethical compass to make good decisions based on sound judgment.

We recognise this is not always easy. If a colleague ever feels unsure or uncomfortable as to how to act, they should always seek advice from their manager or another member of the Leadership Team.

We always adhere to Bionical’s quality management systems, both in letter and in spirit, ensuring excellence as standard. We also take responsibility for reporting any quality deficiencies and making suggestions for continuous improvement.

We act responsibly in relation to the health, safety and welfare of everyone we come into contact with, including ourselves, colleagues, clients, patients and other third parties. We take responsibility for our own actions and comply with all health, safety and welfare and security policies.

At Bionical, we work within a highly regulated and professional environment – that of healthcare and pharmaceutical services. The importance of compliance with professional standards, applicable laws and regulations cannot be overemphasised.

However, we do not do the right thing just to keep regulatory bodies happy. This is not a tick box exercise for us; it comes from within. We always strive to do what is right, not just what is legal. Here are a few examples demonstrating our holistic approach to professionalism:

Doing The Right Thing

Professional Excellence

We avoid any action that may discredit our own, or our clients’ or suppliers’ businesses. This includes ensuring that we do not take part in and are not implicated in any anti-competitive or other illegal behaviour.

We act courteously and professionally at all times, with colleagues, clients, suppliers, patients and other third parties. We present ourselves appropriately and professionally, in terms of manners, etiquette and dress.

We follow all applicable company policies, and act with honesty and transparency in relation to company, client, supplier and public �nances. In particular, we act with the utmost integrity in incurring and claiming expenses and in invoicing clients.

We promote a culture of professional responsibility and personal accountability, which supports our businesses and those of our clients, driving quality and integrity across all of the services we provide, and enhancing our reputation and brand.

Open, Honest, Transparent

We act with honesty in carrying out our roles and in our business and professional relationships. This manifests itself in various ways – the following are just a few examples:

• We are truthful with our colleagues, clients, suppliers, patients, all regulatory bodies and any other third parties we have contact with. We are clear and honest about the services we provide, the knowledge we possess and the experience we have gained.

• We are open and honest in carrying out our roles which encourages a culture of honesty and transparency without retaliation within the organisation. In particular, we challenge (where appropriate to do so) any suspected wrongdoing or lack of integrity we come across in the organisation, promptly reporting such incidences.

• We attempt to avoid harmful or divisive gossip or ‘office politics’, instead supporting and displaying empathy for our colleagues and others.

Honesty

Accountability

Meeting Our Obligations

We comply with any applicable legal obligations. Examples are as follows:

• If in our role we are responsible for managing a contract forBionical, we ensure that we are aware of the contents of suchdocuments, and meet (and do not breach) our obligations.

• We ensure that we do not infringe the intellectual propertyrights of third parties or permit any infringement of Bionical’sintellectual property rights.

• Where contractually obliged not to provide servicescompeting with a previous employer, or a previous or existingclient, we respect those contractual promises(and ensure that Bionical is informed about them).

• We are mindful of our environment in carrying out our roles,endeavouring to minimise waste and pollution or otheradverse consequences of our work.

We adopt a zero tolerance policy in relation to bribery, corruption or fraud of any kind. Examples of unacceptable behaviour include:

• Offering a bribe to gain business from a client.

• Asking for or receiving a bribe in return for givingbusiness to a supplier.

• Bribing a foreign government official in order to aidBionical doing business in a specific country.

We only offer or accept gifts and hospitality in accordance with our policies on anti-bribery and corruption.

We always act with integrity and in the best interests of Bionical by avoiding potential conflicts of interest. Examples of possible conflicts of interest include:

• An employee who is in a position to influence therecruitment, job responsibilities, pay, benefits, bonusesor promotions of a relative or close friend.

• A staff member starting or working for a businesscompeting with a Bionical business.

• An employee accepting free gifts or hospitality from apotential supplier, then recommending purchasing fromthe supplier, without fairly comparing the supplier’s offerto that of similar prospective vendors.

Zero ToleranceAvoiding Conflicts Of Interest

Integrity

At Bionical, people matter. We recognise that to deliver on our overriding commitment of improving patient outcomes we need to engage and develop colleagues who share our values and come from the widest available talent pool.

Bionical is committed to building an organisation that is diverse, reflecting the make-up of today’s society as represented in the patients and clients we come into contact with, and in the places that we work.

We ensure that our staff are offered opportunities based on their talent and potential, regardless of their gender, ethnicity, sexual orientation or any other protected characteristic.

Our core principles include the following:

• Individuals are recognised for their own strengths, values and perspectives. All colleagues should feel confident of their role and contribution to the organisation, without fear of exclusion or any form of discrimination.

• We promote a culture in which opinions can be freely shared and appreciated, and in which all colleagues are treated on their merits.

• Everybody can expect, and is expected to demonstrate, courtesy, fairness, respect and dignity.

• We aim to create a working environment that isculturally sensitive.

• Unlawful discrimination and harassment of any kind, including bullying, is never tolerated at Bionical.

Our PrinciplesPeople Matter

Diversity and Respect

Confidentiality, Privacy and Data Protection

Information Is Valuable

We are careful not to disclose such information inadvertently, for example by discussing sensitive matters in public areas where others may overhear, or leaving documents on display. Unauthorised disclosure can significantly damage our or our clients’ business, and in some cases, can be a criminal offence.

In certain cases, Bionical may deliver services for clients who are in competition with each other. In those cases, we understand it is extremely important that all colleagues behave professionally, and ensure no commercially sensitive information of one client is made available to the other.

In our personal lives, we are mindful of how we refer to Bionical, including our employment status with Bionical, when using social media, or communicating in any forum. We understand that we should never make disparaging or offensive references to Bionical or any of its clients, suppliers or other related parties, in any public forum, whether or not on social media.

We recognise that information is a valuable business resource which must be respected. Confidential information, both commercial and personal, is treated with care at Bionical, and in accordance with our relevant policies. The following are core principles:

We take appropriate measures to ensure the safe-handling, accuracy and security of the personal data and commercially-sensitive information we hold, whether relating to patients, colleagues, clients, suppliers or other relevant third parties.

We understand that we must never share information about our business (finances, strategic plans, operations or other), our people, our clients, suppliers or patients, either externally or internally to colleagues, unless we are authorised to do so.

Be Mindful

We recognise we should never speak publicly on behalf of Bionical unless authorised to do so by one of the Joint CEOs, that includes giving references for Bionical employees or former employees.

Social or other media should only be used to communicate on behalf of Bionical with the prior written authorisation of one of the Joint CEOs.

External press or other unexpected enquiries should always be directed one of the Joint CEOs , without comment being made on the subject of the query. Any issues relating to HR such as reference requests or subject access/personnel record requests should be sent to HR@bionical.com.

Bionical respects employee privacy. We recognise that if we make personal use of Bionical’s IT and communications equipment and systems, in line with company policies, there is no right of privacy for such personal use.

Company Property and Facilities

Care & Respect

We treat company property and facilities, or any client, supplier or other third party property or facilities to which we have access, with respect and care, as if it were our own.

For example:

We do not misuse equipment or facilities, and keep equipment and facilities secure, protecting them from damage or theft wherever reasonably possible. This includes company buildings, company cars and IT equipment, amongst other things.

Property includes physical objects, information and intellectual property, such as trademarks, logos and copyright. Bionical’s intellectual property should also be protected by colleagues, where reasonably possible, and any infringements (or suspected infringements) of Bionical’s intellectual property should be notified to the Legal Director promptly.

Personal Brand

You Are The Brand You Live

• Your professionalism, honesty and integrity, your competenceand the choices you make all contribute to your personalbrand. What you do, does not go unnoticed, and maydefine you.

• Your personal brand is unique to you, but when workingon behalf of Bionical, it must also be compatible with theBionical brand. Bionical operates to the highest standardsof integrity and professionalism. Clients choose our servicesbecause of our brand, but also because of the integrity andtrustworthiness of the talented individuals who work forBionical. Accordingly, your personal brand must reflect andcomplement Bionical’s.

• A reputation for honesty and integrity, both yours andBionical’s, will motivate clients to work with us, and willpromote both your success and the success of the group.

The phrase ‘personal brand’ is a way of describing what each of us stands for, and how each of us is perceived. Each of us has our own personal brand and it has a significant impact on our career and personal success.

The following are useful points to bear in mind when considering your personal brand:

Together We Are Committed To Improving Patient Outcomes

We strive to achieve the highest standards of conduct at all times. However, there may be times when you have compliance and/or ethical concerns because you have witnessed or suspect breaches of this Code – for example, any breaches you believe may be against the law, including quality matters, health and safety matters, �nancial malpractice or fraudulent activity.

All colleagues have a responsibility to challenge such behaviour or, where appropriate, report it to their line manager. However, there may be times when you feel it is not appropriate or is too serious to challenge or even report to your line manager, or where you remain concerned after taking these steps. In such circumstances, you are encouraged to report the matter by using the relevant links contained within SharePoint or by sending an email to either HR@bionical.com or Quality@bionical.com.

All concerns you raise will be treated sensitively and dealt with appropriately. It is of paramount importance to us that such behaviour is identi�ed and dealt with rapidly, to maintain the standards we are proud of at Bionical.

We Are Here To Help You

Useful Email addresses: IT@bionical.com HR@bionical.com Finance@bionical.comQuality@bionical.com Safety@bionical.com Payroll@bionical.comFleet@bionical.com Operationalsupport@bionical.com

www.bionical.com

UK Head Office

The Piazza, Mercia Marina Findern LaneWillington Derbyshire DE65 6DW

US Head Office

390 Amwell RoadSuite 507HillsboroughNJ 08844